0001104659-05-063073 Sample Contracts

The Prudential Series Fund Global Portfolio SUBADVISORY AGREEMENT
Subadvisory Agreement • December 29th, 2005 • Prudential Series Fund • New York

Agreement made as of this 1st day of January, 2006 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and LSV Asset Management (LSV or the Subadviser).

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The Prudential Series Fund Flexible Managed Portfolio SUBADVISORY AGREEMENT
Subadvisory Agreement • December 29th, 2005 • Prudential Series Fund • New York

Agreement made as of this 1st day of January, 2006 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and Quantitative Management Associates LLC (QMA or the Subadviser), a New Jersey limited liability company.

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The Prudential Series Fund Diversified Conservative Growth Portfolio SUBADVISORY AGREEMENT
Subadvisory Agreement • December 29th, 2005 • Prudential Series Fund • New York

Agreement made as of this1st day of January, 2006 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and Jennison Associates LLC (Jennison or the Subadviser), a Delaware limited liability company.

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The Prudential Series Fund Value Portfolio SUBADVISORY AGREEMENT
Value Portfolio • December 29th, 2005 • Prudential Series Fund • New York

Agreement made as of this 1st day of January, 2006 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and Jennison Associates LLC (Jennison or the Subadviser), a Delaware limited liability company.

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THE PRUDENTIAL SERIES FUND Distribution Agreement
Prudential Series Fund • December 29th, 2005 • Prudential Series Fund • New Jersey

Agreement made as of January 1, 2006, by and between The Prudential Series Fund, a Delaware statutory trust (the Trust), and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

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The Prudential Series Fund, Inc. The Prudential Series Fund Gateway Center Three Newark, NJ 07102
Letter Agreement • December 29th, 2005 • Prudential Series Fund

This letter agreement (the “Letter Agreement”) will confirm the discussions that have been had regarding: (i) the reorganization of The Prudential Series Fund, Inc. (the “Company”), a Maryland corporation, into The Prudential Series Fund (the “Fund”), a Delaware statutory trust; (ii) the classification of the Fund’s Portfolios as partnerships (rather than regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended) for federal income tax purposes (together, the “Reorganization”); and (iii) the effects of the Reorganization on the participation agreement, dated as of (the “Participation Agreement”), by and among the Company, [Insurance Company], and certain other entities.

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THE PRUDENTIAL SERIES FUND Management Agreement
Management Agreement • December 29th, 2005 • Prudential Series Fund • New York

Agreement made this 1st day of January, 2006, by and between The Prudential Series Fund, a Delaware statutory trust (the “Trust”), on behalf of each series listed on Schedule A attached hereto, as amended from time to time (each such series, a “Fund”), and Prudential Investments LLC, a New York limited liability company (the “Manager”).

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AGREEMENT AND DECLARATION OF TRUST of THE PRUDENTIAL SERIES FUND a Delaware Statutory Trust Principal Place of Business: Gateway Center Three
Agreement and Declaration • December 29th, 2005 • Prudential Series Fund • Delaware
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BY-LAWS OF THE PRUDENTIAL SERIES FUND
By • December 29th, 2005 • Prudential Series Fund
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